PRELIMINARY MATTERS FEBRUARY 2020 Year 7, Issue 1 CEE February 2020 Legal Matters In-Depth Analysis of the News and Newsmakers That Shape Europe’s Emerging Legal Markets Across the Wire: Deals and Cases in CEE On the Move: New Firms and Practices The Buzz in CEE Article: Emerging Europe Sets the Pace for M&A Deals as Foreign Investment into the Region Surges The Viennese Waltz: Attendees to 2019 CEELM Winter Party Reflect on Notable Achievements The Full List: 2019 Deal of the Year Nominees CEE LEGAL MATTERS 1 FEBRUARYDEALER’S 2020 CHOICE LAW FIRM SUMMITPRELIMINARY MATTERS & 2020 CEE DEAL OF THE YEAR AWARDS APRIL 23, 2020 CEE/YOU IN LONDON! DEALER’S CHOICE SUMMIT CO-HOSTED BY: SPONSORED BY: REGIONAL SPONSOR REGIONAL SPONSOR BOSNIA AND HERZEGOVINA BULGARIA SPONSOR SPONSOR CROATIA SPONSOR HUNGARY SPONSOR SERBIA SPONSOR TURKEY SPONSOR UKRAINE SPONSOR 2 CEE LEGAL MATTERS PRELIMINARY MATTERS FEBRUARY 2020 EDITORIAL: REFLECTIONS ON THIS YEAR’S DOTY SUBMISSIONS By David Stuckey Whew! Managing the CEE Deal(s) of the Year submis- your firm is one that made submissions, sion process isn’t easy – and it’s getting tougher every year. I recommend you go back and look at But the arduous first stage of the process – collecting them to see if you followed the simple and organizing the submissions, creating the ballots, and instructions. Chances are you didn’t. transmitting them to the various shortlist panels – is over, But if you did – you have my gratitude. and I now have a total of two whole weeks to focus on other things before the completed ballots will be returned And I’ll be honest – we made some to me and I will need to calculate the results, create the mistakes ourselves as well. The 200-word limit for deal shortlist ballots, and send them out to the Final Selection description was too restrictive, and it will be expanded Committee. next year. And despite my best efforts to balance the need for simplicity in the instructions and submission template Indeed, we received a record 288 eligible submissions this with the need to be clear about exactly what information year, from a record 22 jurisdictions, including an amazing we’re looking for and why, it’s possible I didn’t always get it 31 submissions from Poland and 29 from both the Czech exactly right. I’ll reconsider and redraft it next year. Republic and Romania. There were also a surprising 9 submissions from Moldova, and while I’m not sure what Still, ultimately, this once again demonstrates the true value exactly that means for that small country tucked between of professional, English-speaking, informed, and aware law Romania and Ukraine, it has to be good, right? firm marketing experts. There are fewer of the best than you might think, and those firms fortunate enough to have One thing I was struck by, however, in reviewing the sub- genuinely excellent marketing experts should hold on to missions and trying to prepare the ballots, is how few of them tightly. Lawyers in CEE may not always recognize the the submissions followed the simple preparation guidelines, significance of everything they do, and of how well they and I thought I’d address that quickly. do it, but we do, trust us. And those law firm marketing experts that understand what we are trying to do – not just First, we asked for simple names of deals for listing on the in the CEE Deal of the Year Awards, but across the board, ballot – things like “X’s Acquisition of Y.” We provided with the CEELM website, magazine, and events – and examples. Nonetheless, the vast majority of firms making understand how to get us what we need, simply, accurately, submissions failed to understand this simple instruction, and quickly, so that we can get what we need to do done, instead choosing to describe their deals as “Law Firm X are worth their weight in gold. advised on the largest deal in Country Y” or even some- thing like “Project Magenta.” So to those rare law firm marketing experts who sent us completely accurate and well-prepared submissions – and We asked for all parties to be identified – and firms ignored to those partners who were personally involved in pre- that request. Firms also ignored the request that all law paring the submissions as well, of course – thank you. To firmsbe identified – or identified non-law firms or simply everyone else, no worries, I managed to get almost all the suggested “all information in description below,” while still information I needed, eventually, but next year, maybe … failing to include that information. follow the instructions? Those few – very few – firms that managed to fill out the Either way, and to all firms submitting deals for consid- (come on, let’s be honest, remarkably simple) submission eration, good luck! We hope to see you all at this year’s forms accurately, efficiently, and appropriately deserve DOTY Awards Banquet on April 23 in London! some commendation. And, needless to say, my thanks. If The Editors: Letters to the Editors: EE David Stuckey If you like what you read in these pages (or even if you don’t) [email protected] we really do want to hear from you. Please send any com- Radu Cotarcea ments, criticisms, questions, or ideas to us at: [email protected] [email protected] CEE LEGAL MATTERS 3 FEBRUARY 2020 PRELIMINARY MATTERS Legal services at all times www.jpm.rs 4 CEE LEGAL MATTERS PRELIMINARY MATTERS FEBRUARY 2020 TABLE OF CONTENTS PRELIMINARY MATTERS 3 Editorial: Reflections on This Year’s DOTY Submissions ACROSS THE WIRE 6 Across The Wire: Summary of Deals and Cases 12 On the Move: New Homes and Friends LEGAL MATTERS 16 The Buzz 20 Emerging Europe Sets the Pace for M&A Deals as Foreign Investment into the Region Surges IN FOCUS 22 The Viennese Waltz 2019 DEAL OF THE YEAR 32 2019 Deal of the Year Nominees 54 2019 Deal of the Year Shortlist Panels CEE LEGAL MATTERS 5 FEBRUARY 2020 ACROSS THE WIRE ACROSS THE WIRE: DEALS SUMMARY Date Firms Involved Deal/Litigation Value Country covered 19-Dec BPV Huegel BPV Huegel helped Sanochemia Pharmazeutika AG with its restructuring and is representing the N/A Austria company in court proceedings. 20-Dec CMS; CMS advised Niederosterreichische Breitband-Holding on its EUR 300 million sale of a 74.9% stake EUR 300 Austria Eisenberger&Herzog in its Niederosterreichische Glasfaserinfrastrukturgesellschaft subsidiary to Allianz Capital Partners. million Eisenberger & Herzog advised the buyers on the deal. 29-Dec Cerha Hempel; Cerha Hempel advised the shareholders of Austrian electric car manufacturer Elin Motoren GmbH on N/A Austria Schoenherr the sale of a 70% stake to the Voith technology group. Schoenherr advised the buyers on the deal. 30-Dec BPV Huegel BPV Huegel advised French biotech company Valneva SE on its delisting from the Vienna Stock N/A Austria Exchange. 2-Jan Binder Grosswang; Binder Groesswang and Schoenherr advised Austria's Wiesenthal AG and Wiesenthal Holding on the N/A Austria CMS; sale of Wiesenthal & Co GmbH, including Wiesenthal Handel und Service GmbH, to Switzerland's Frotz Riedl; Mercedes Benz Automobil AG. Switzerland's Frotz Riedl law firm and CMS Vienna advised the buyers Schoenherr on the transaction. 2-Jan Dorda; Dorda advised DLH Real Estate Austria, a company owned by the Zech Group, on the sale of two N/A Austria Schoenherr logistics properties and the forward sale of two additional logistics properties to Germany's Deka Immobilien. The buyers were advised by Schoenherr. 3-Jan Dorda; Dorda advised Patrizia AG on the sale of Zentrum Rennweg to Swiss Life Living + Working via a EUR 52 Austria Schoenherr structured bidding process. Schoenherr advised Swiss Life Living + Working. million 15-Jan Garger Spallinger; Wolf Theiss and Garrigues advised the shareholders of Tag Systems S.A. on the sale of the company N/A Austria Garrigues; to Austriacard and their entrance into a joint venture with Austriacard. The buyers were advised by Wolf Theiss Garger Spallinger. 30-Dec Sorainen Sorainen helped Northern European fast-food chain Hesburger expand its operations in Belarus. N/A Belarus 30-Dec Sorainen Sorainen advised the EBRD on its provision of a EUR 200 million financing package to Belarusian EUR 200 Belarus subsidiaries of the Kronospan group. million 18-Dec Boyanov & Co.; Boyanov & Co. advised Globalfoundries on its acquisition of the Process Design Kit‘s engineering N/A Bulgaria CMS team from Smartcom Bulgaria AD in Sofia. CMS advised the sellers. 30-Dec Tokushev and Partners Tokushev & Partners helped the Fund of Funds in Bulgaria make arrangements with two financial BGN 59 Bulgaria intermediaries to create alternative investment funds for equity investments. million 30-Dec CMS CMS advised UniCredit Bulbank on the sale of a mixed non-performing loan portfolio, secured mostly EUR 50 Bulgaria by real estate assets, to a consortium of APS Holding and Balbec. million 19-Dec Dentons Dentons advised joint lead managers Barclays, BNP Paribas, Deutsche Bank, Citi, and HSBC on the EUR 750 Czech issuance by CEZ, a.s., of EUR 750 million 0.875% bonds due 2026 and listed on the regulated market million Republic of Luxembourg Stock Exchange. 20-Dec Kocian Solc Balastik KSB advised Solitea Holding on the acquisition of a 100% share in Clever Decision, a business N/A Czech intelligence solution and data warehouse company operating on the Czech and Slovak markets. Republic 20-Dec BPV Braun Partners; BPV Braun Partners advised Pojist’ovna Patricie on an intra-group sale of two properties from a real N/A Czech Havel & Partners; estate project in Prague, and on an extra-group sale of real estate in Ostrava and Usti Nad Labem to Republic Theodor Klan the Capexus group, which was advised by Havel & Partners and Czech solo practitioner Theodor Klan.